Quarterly Report • Nov 18, 2015
Quarterly Report
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G.E.MI. 272801000 Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION
FOR THE PERIOD 1 JANUARY – 30 SEPTEMBER 2015
FOR THE GROUP AND THE COMPANY
"MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."
| Condensed Statement of Profit or Loss and other Comprehensive Income for the period ended 30th September 2015 3 Condensed Statement of Financial Position as at 30th September 2015 5 |
|
|---|---|
| Condensed Statement of Changes in Equity for the period ended 30th September 2015 6 | |
| Condensed Statement of Cash Flows for the period ended 30th September 2015 7 | |
| Notes to the Condensed Financial Statements 8 | |
| 1. General Information 8 | |
| 2. Basis of Preparation, Presentation and Significant Accounting Policies 8 | |
| 3. Operating Segments 15 4. Revenue 17 |
|
| 5. Changes in Inventories / Cost of Sales 17 | |
| 6. Income Tax Expenses 17 7. Earnings per Share 18 |
|
| 8. Dividends 18 | |
| 9. Goodwill 18 | |
| 10. Other Intangible Assets 19 | |
| 11. Property, Plant and Equipment 19 | |
| 12. Investments in Subsidiaries and Associates 21 | |
| 13. Available for Sale Investments 24 | |
| 14. Shares Available For Sale 24 | |
| 15. Borrowings 24 | |
| 16. Share Capital 26 | |
| 17. Reserves 26 | |
| 18. Retained Earnings 27 | |
| 19. Establishment/Acquisition of Subsidiaries 27 | |
| 20. Restatement of Condensed Statement of Comprehensive Income as at September 2014 30 | |
| 21. Restatement of Condensed Statement of Financial Position as at 30 September 2014 31 | |
| 22. Contingent Liabilities / Commitments 32 | |
| 23. Related Party Transactions 33 | |
| 24. Management of Financial Risks 34 | |
| 25. Events after the Reporting Period 36 | |
| Period 1/1 – 30/9/2015 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | Note | 1/1-30/9/2015 | 1/1-30/9/2014 | 1/1-30/9/2015 1/1-30/9/2014 | ||
| Operating results | (as restated) | |||||
| Revenue | 4 | 5,373,441 | 6,971,244 | 4,060,918 | 5,793,948 | |
| Cost of Sales | 5 | (4,871,737) | (6,750,138) | (3,729,604) | (5,716,234) | |
| Gross profit | 501,704 | 221,106 | 331,314 | 77,714 | ||
| Distribution expenses | (148,367) | (134,395) | (25,713) | (25,347) | ||
| Administrative expenses | (38,388) | (35,157) | (19,002) | (19,103) | ||
| Other operating income / (expenses) | 8,790 | 1,206 | 3,678 | (2,116) | ||
| Profit from operations | 323,739 | 52,760 | 290,277 | 31,148 | ||
| Investment income | 1,250 | 1,590 | 1,852 | 1,988 | ||
| Share of profit / (loss) in associates | (2,010) | 8,567 | 0 | 0 | ||
| Finance costs | (65,050) | (56,374) | (48,397) | (39,267) | ||
| Profit / (loss) before tax | 257,929 | 6,543 | 243,732 | (6,131) | ||
| Income taxes | 6 | (82,329) | (5,380) | (73,208) | (1,671) | |
| Profit / (loss) after tax | 175,600 | 1,163 | 170,524 | (7,802) | ||
| Attributable to Company Shareholders | 175,439 | 1,037 | 170,524 | (7,802) | ||
| Non-controlling interest | 161 | 126 | 0 | 0 | ||
| Earnings / (losses) per share basic and diluted (in Euro) |
7 | 1.58 | 0.01 | 1.54 | (0.07) | |
| Other comprehensive income | ||||||
| Items that will not be reclassified in the results: | ||||||
| Subsidiary Share Capital increase expenses | (57) | 0 | 0 | 0 | ||
| Tax on Items that will not be reclassified in the results | 15 | 0 | 0 | 0 | ||
| Foreign Currency Translation Gain from acquisition of subsidiary's non-controlling |
18 0 |
8 5,269 |
0 0 |
0 0 |
||
| interests | ||||||
| Total comprehensive income | (24) 175,576 |
5,277 6,440 |
0 170,524 |
0 (7,802) |
||
| Attributable to Company Shareholders | 175,403 | 6,313 | 170,524 | (7,802) | ||
| Non-controlling interest | 173 | 127 | 0 | 0 |
The notes on pages 8-36 are an integral part of these interim condensed Financial Statements of the Company and the Group.
| Period 1/7 – 30/9/2015 | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") Operating results |
1/7-30/9/2015 | 1/7-30/9/2014 (as restated) |
1/7-30/9/2015 | 1/7-30/9/2014 | |
| Revenue | 1,716,009 | 2,442,524 | 1,260,079 | 1,996,804 | |
| Cost of Sales | (1,581,096) | (2,333,773) | (1,183,492) | (1,946,615) | |
| Gross profit | 134,913 | 108,751 | 76,587 | 50,189 | |
| Distribution expenses | (49,399) | (48,088) | (8,306) | (8,611) | |
| Administrative expenses | (12,877) | (11,897) | (6,162) | (5,861) | |
| Other operating income / (expenses) | 13,944 | (9,613) | 12,213 | (10,707) | |
| Profit from operations | 86,581 | 39,153 | 74,332 | 25,010 | |
| Investment income | 76 | 450 | 603 | 369 | |
| Share of profit / (loss) in associates | (489) | 2,109 | 0 | 0 | |
| Finance costs | (21,661) | (19,151) | (16,241) | (13,091) | |
| Profit / (loss) before tax | 64,507 | 22,561 | 58,694 | 12,288 | |
| Income taxes | (30,814) | (5,692) | (25,529) | (3,240) | |
| Profit / (loss) after tax | 33,693 | 16,869 | 33,165 | 9,048 | |
| Attributable to Company Shareholders | 33,639 | 16,806 | 33,165 | 9,048 | |
| Non-controlling interest | 54 | 63 | 0 | 0 | |
| Earnings / (losses) per share basic and diluted (in Euro) |
0.30 | 0.15 | 0.30 | 0.08 | |
| Other comprehensive income Items that will not be reclassified in the results: |
|||||
| Subsidiary Share Capital increase expenses | 0 | 0 | 0 | 0 | |
| Tax on Items that will not be reclassified in the results | 0 | 0 | 0 | 0 | |
| Foreign Currency Translation Gain from acquisition of subsidiary's non-controlling |
23 | 8 | 0 | 0 | |
| interests | 0 | 5,269 | 0 | 0 | |
| 23 | 5,277 | 0 | 0 | ||
| Total comprehensive income | 33,716 | 22,146 | 33,165 | 9,048 | |
| Attributable to Company Shareholders | 33,650 | 22,082 | 33,165 | 9,048 | |
| Non-controlling interest | 66 | 64 | 0 | 0 |
The notes on pages 8-36 are an integral part of these interim condensed Financial Statements of the Company and the Group.
| (In 000's Euros) | GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|---|
| Note | 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |||
| Assets | |||||||
| Goodwill | 9 | 19,772 | 19,772 | 0 | 0 | ||
| Other intangible assets | 10 | 27,067 | 27,379 | 442 | 385 | ||
| Property, Plant and Equipment | 11 | 1,024,170 | 1,073,785 | 719,754 | 766,259 | ||
| Investments in subsidiaries and associates | 12 | 50,119 | 53,804 | 183,165 | 183,165 | ||
| Available for sale investments | 13 | 937 | 937 | 937 | 937 | ||
| Other non-current assets | 37,671 | 41,219 | 1,773 | 1,790 | |||
| Total | 1,159,736 | 1,216,896 | 906,071 | 952,536 | |||
| Current assets | |||||||
| Inventories | 538,726 | 484,484 | 455,182 | 401,892 | |||
| Income Taxes | 0 | 16,843 | 0 | 16,840 | |||
| Trade and other receivables | 439,741 | 382,699 | 269,652 | 216,727 | |||
| Shares Available for Sale | 14 | 0 | 293 | 0 | 0 | ||
| Cash and cash equivalents | 723,728 | 307,207 | 587,802 | 268,075 | |||
| Total | 1,702,195 | 1,191,526 | 1,312,636 | 903,534 | |||
| Total Assets | 2,861,931 | 2,408,422 | 2,218,707 | 1,856,070 | |||
| Liabilities | |||||||
| Borrowings | 15 | 1,109,492 | 827,207 | 852,105 | 700,067 | ||
| Provision for retirement benefit obligation | 57,181 | 55,519 | 44,128 | 42,700 | |||
| Deferred tax liabilities | 72,808 | 41,851 | 51,435 | 20,182 | |||
| Other non-current liabilities | 10,728 | 9,924 | 0 | 0 | |||
| Other non-current provisions | 2,639 | 2,756 | 0 | 0 | |||
| Deferred income | 7,545 | 8,348 | 7,545 | 8,347 | |||
| Total | 1,260,393 | 945,605 | 955,213 | 771,296 | |||
| Current liabilities | |||||||
| Trade and other payables | 652,322 | 674,122 | 488,268 | 601,214 | |||
| Provision for retirement benefit obligation | 2,218 | 1,841 | 2,101 | 1,747 | |||
| Income taxes | 40,364 | 1,249 | 34,780 | 0 | |||
| Borrowings | 15 | 316,513 | 370,781 | 241,890 | 155,882 | ||
| Deferred income | 1,170 | 1,325 | 1,070 | 1,070 | |||
| Total | 1,012,587 | 1,049,318 | 768,109 | 759,913 | |||
| Total Liabilities | 2,272,980 | 1,994,923 | 1,723,322 | 1,531,209 | |||
| Equity | |||||||
| Share capital | 16 | 83,088 | 83,088 | 83,088 | 83,088 | ||
| Reserves | 17 | 73,363 | 51,170 | 47,964 | 47,964 | ||
| Retained earnings | 18 | 431,013 | 277,803 | 364,333 | 193,809 | ||
| Equity attributable to Company Shareholders |
587,464 | 412,061 | 495,385 | 324,861 | |||
| Non-controlling interest | 1,487 | 1,438 | 0 | 0 | |||
| Total Equity | 588,951 | 413,499 | 495,385 | 324,861 | |||
| Total Equity and Liabilities | 2,861,931 | 2,408,422 | 2,218,707 | 1,856,070 | |||
The notes on pages 8-36 are an integral part of these interim condensed Financial Statements of the Company and the Group
for the period ended 30th September 2015
| (In 000's Euros) | Share Capital |
Reserves | Retained Earnings |
Total | Non controlling interest |
Total |
|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 | 83,088 | 51,082 | 386,265 | 520,435 | 1,214 | 521,649 |
| Non-controlling interest from acquisition of Subsidiary (as published) Changes due to finalization of fair value |
0 | 0 | 0 | 0 | 2,340 | 2,340 |
| measurement on business combinations Non-controlling interest from acquisition of |
0 | 0 | 0 | 0 | 115 | 115 |
| Subsidiary (as restated) | 0 | 0 | 0 | 0 | 2,455 | 2,455 |
| Comprehensive income (as published) Changes due to finalization of fair value |
0 | 0 | 4,782 | 4,782 | 127 | 4,909 |
| measurement on business combinations | 0 | 0 | 1,531 | 1,531 | 0 | 1,531 |
| Comprehensive income (as restated) | 0 | 0 | 6,313 | 6,313 | 2,582 | 8,895 |
| Transfer to Retained Earnings | 0 | (5,260) | 5,260 | 0 | 0 | 0 |
| Transfer to Reserves | 0 | 48 | (48) | 0 | 0 | 0 |
| Dividends | 0 | 0 | (22,157) | (22,157) | (127) | (22,284) |
| Balance as at 30 September 2014 | 83,088 | 45,870 | 375,633 | 504,591 | 3,669 | 508,260 |
| Balance as at 1 January 2015 | 83,088 | 51,170 | 277,803 | 412,061 | 1,438 | 413,499 |
| Profit for the period | 0 | 0 | 175,439 | 175,439 | 161 | 175,600 |
| Other comprehensive income for the period | 0 | 0 | (36) | (36) | 12 | (24) |
| Total comprehensive income for the period | 0 | 0 | 175,403 | 175,403 | 173 | 175,576 |
| Transfer to Reserves | 0 | 22,193 | (22,193) | 0 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | (124) | (124) |
| Balance as at 30 September 2015 | 83,088 | 73,363 | 431,013 | 587,464 | 1,487 | 588,951 |
| (In 000's Euros) | Share capital |
Reserves | Retained Earnings | Total |
|---|---|---|---|---|
| Balance as at 1 January 2014 | 83,088 | 47,964 | 309,948 | 441,000 |
| Profit/(loss) for the period | 0 | 0 | (7,802) | (7,802) |
| Total comprehensive income for the period | 0 | 0 | (7,802) | (7,802) |
| Dividends | 0 | 0 | (22,157) | (22,157) |
| Balance as at 30 September 2014 | 83,088 | 47,964 | 279,989 | 411,041 |
| Balance as at 1 January 2015 | 83,088 | 47,964 | 193,809 | 324,861 |
| Profit/(loss) for the period | 0 | 0 | 170,524 | 170,524 |
| Total comprehensive income for the period | 0 | 0 | 170,524 | 170,524 |
| Balance as at 30 September 2015 | 83,088 | 47,964 | 364,333 | 495,385 |
The notes on pages 8-36 are an integral part of these interim condensed Financial Statements of the Company and the Group.
for the period ended 30th September 2015
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1 – 30/9/2015 | 1/1 – 30/9/2014 | 1/1 – 30/9/2015 | 1/1 – 30/9/2014 | |
| Operating activities | (as restated) | |||
| Profit before tax | 257,929 | 6,543 | 243,732 | (6,131) |
| Adjustments for: | ||||
| Depreciation & amortization of non current assets | 75,404 | 72,852 | 57,623 | 56,393 |
| Provisions | 6,104 | 5,224 | 3,029 | 1,973 |
| Exchange differences | 14,402 | 16,557 | 12,504 | 15,017 |
| Investment income / (expenses) | (10,613) | (4,137) | 573 | (1,568) |
| Finance costs | 65,050 | 56,374 | 48,397 | 39,267 |
| Movements in working capital: | ||||
| Decrease / (increase) in inventories | (54,243) | (173,910) | (53,291) | (167,949) |
| Decrease / (increase) in receivables | (53,826) | 80,412 | (54,140) | 91,502 |
| (Decrease) / increase in payables (excluding borrowings) | (2,171) | 106,678 | (104,834) | 105,205 |
| Less: | ||||
| Finance costs paid | (67,035) | (48,489) | (49,608) | (31,514) |
| Taxes paid | (3,365) | (6,781) | 0 | (4,256) |
| Net cash (used in) / from operating activities (a) | 227,636 | 111,323 | 103,985 | 97,939 |
| Investing activities Acquisition of subsidiaries, affiliates, joint-ventures and |
||||
| other investments | 0 | (5,344) | 0 | (12,753) |
| Purchase of tangible and intangible assets | (28,999) | (35,988) | (13,804) | (24,956) |
| Proceeds on disposal of tangible and intangible assets | 406 | 406 | 240 | 0 |
| Interest received | 323 | 415 | 208 | 319 |
| Dividends Received | 135 | 18 | 807 | 851 |
| Net cash (used in) / from investing activities (b) | (28,135) | (40,493) | (12,549) | (36,539) |
| Financing activities | ||||
| Proceeds from borrowings | 661,533 | 804,712 | 537,472 | 769,562 |
| Repayments of borrowings | (444,371) | (787,062) | (309,163) | (737,404) |
| Repayments of finance leases | (18) | (16) | (18) | (16) |
| Dividends Paid | (124) | (22,284) | 0 | (22,157) |
| Net cash (used in) / from financing activities (c) | 217,020 | (4,650) | 228,291 | 9,985 |
| Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c) |
416,521 | 66,180 | 319,727 | 71,385 |
| Cash and cash equivalents at the beginning of the period |
307,207 | 121,690 | 268,075 | 86,000 |
| Cash and cash equivalents at the end of the period | 723,728 | 187,870 | 587,802 | 157,385 |
The notes on pages 8-36 are an integral part of these interim condensed Financial Statements of the Company and the Group.
The parent company of the MOTOR OIL Group (the Group) is the entity under the trade name "Motor Oil (Hellas) Corinth Refineries S.A." (the Company), which is registered in Greece as a public company (Societe Anonyme) according to the provisions of Company Law 2190/1920, with headquarters in Maroussi of Attica, 12ΑIrodou Attikou street, 151 24. The Group operates in the oil sector with its main activities being oil refining and oil products trading.
Major shareholders of the Company are "Petroventure Holdings Limited" and "Doson Investments Company" holding 40 % and 8.1% of the Company shares respectively.
These interim condensed financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates.
As at 30 September 2015 the number of employees, for the Group and the Company, was 1,986 and 1,184 respectively (30/9/2014: Group: 2,027 persons, Company: 1,191 persons).
The interim condensed financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, 'Interim financial reporting' and should be read in combination with the 2014 annual financial statements.
The interim condensed financial statements have been prepared on the historical cost basis.
The accounting policies adopted in these condensed interim financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2014 except for the following:
The amendment provides to 'Investment Entities' (as defined in the standards) an exemption from the consolidation of particular subsidiaries and instead requires that an investment entity measures the investment in each eligible subsidiary at fair value through profit and loss in accordance with IFRS 9 or IAS 39. Further to this the amendment requires additional disclosures about the reasons that the entity is considered an investment entity, details of the entity's unconsolidated subsidiaries and also the nature of the relationship and certain transactions between the investment entity and its subsidiaries. The amendment also requires an investment entity to account for its investment in a relevant subsidiary in the same way in its consolidated and separate financial statements. The standard has been endorsed by the European Union.
The amendment to IAS 32 'Financial Instruments', settles inconsistencies in practice when applying the criteria for offsetting financial assets and liabilities in IAS 32 'Financial Instruments: Presentation'. The amendment has been endorsed by the European Union.
Amends IAS 36 "Impairment of Assets" in order to reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, to clarify the disclosures required, and to introduce an explicit requirement in the case of the recognition or a reversal of an impairment loss if the recoverable amount is based on fair value to disclose the hierarchy level and if the hierarchy level is 2 or 3 to disclose the valuation model and the significant assumptions used. The amendment has been endorsed by the European Union.
Amends IAS 39 "Financial Instruments: Recognition and Measurement" so as to clarify that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction of laws or regulations. The amendment has been endorsed by the European Union.
Provides guidance on when to recognize a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain.
The Interpretation identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. It provides the following guidance on recognition of a liability to pay levies: a) The liability is recognized progressively if the obligating event occurs over a period of time & b) If an obligation is triggered on reaching a minimum threshold, the liability is recognized when that minimum threshold is reached. The interpretation has been endorsed by the European Union.
IFRS 10 replaces in full the instructions related on control and consolidation, as provided in IAS 27 and SIC 12. The new standard is based on the concept of control as a key factor in deciding whether an entity should be consolidated. The standard provides extensive guidance on the three elements that define the concept of control over an entity, and the different ways in which one entity (investor) can control another entity (investment). It also sets out the principles for the preparation of consolidated financial statements.
On June 2012 IFRS 10 was amended in order to provide additional transition relief in, by limiting the requirement to provide adjusted comparative information to only the preceding comparative period.
Entities early adopting this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' (2011) and IAS 28 'Investments in Associates and Joint Ventures' (2011). The standard has been endorsed by the European Union.
IFRS 11 replaces IAS 31 'Interests in Joint Ventures'. It requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and then account for those rights and obligations in accordance with that type of joint arrangement (Joint arrangements are either joint operations or joint ventures). A joint venturer applies the equity method of accounting for its investment in a joint venture in accordance with IAS 28 Investments in Associates and Joint Ventures (2011). Unlike IAS 31, the use of 'proportionate consolidation' to account for joint ventures is not permitted.
On June 2012 IFRS 11 was amended in order to provide additional transition relief in, by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Further to this the amendment eliminates the requirement to provide comparative information for periods prior to the immediately preceding period. Entities early adopting this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' (2011) and IAS 28 'Investments in Associates and Joint Ventures' (2011). The standard has been endorsed by the European Union.
IFRS 12 focuses on the necessary disclosures of a financial entity, including significant judgmental and hypothetical decisions, that will allow the readers of the financial statements to evaluate the nature, the risks and the consequences, from a financial point of view, that relate with the participation of the financial entity in subsidiaries, associates, joint ventures and non consolidated financial entities.
On June 2012 IFRS 12 was amended in order to provide additional transition relief in, by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Further to this the amendment eliminates the requirement to provide comparative information for periods prior to the immediately preceding period. A financial entity can adopt some or all of the above disclosures without been obliged to adopt either IFRS 12 in total or the rest of the standards that are included in the "suite of five" standards on consolidation, joint arrangements and disclosures: IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' (2011) and IAS 28 'Investments in Associates and Joint Ventures' (2011) The standard has been endorsed by the European Union.
This standard was published at the same time with IFRS 10, and in conjunction these two standards will replace IAS 27 'Consolidated and Separate Financial Statements'. The amended IAS 27 defines the accounting treatment and the necessary disclosures that entity must include when preparing separate financial statements, relating with its participation in subsidiaries, associates and joint ventures. Requirements necessary for consolidated financial statements are now included in IFRS 10 'Consolidated Financial Statements'. The Standard requires that when an entity prepares separate financial statements, investments in subsidiaries, associates, and jointly controlled entities are accounted for either at cost, or in accordance with IFRS 9 'Financial Instruments' and IAS 39 'Financial Instruments: Recognition and Measurement'. Entities early adopting this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' (2011) and IAS 28 'Investments in Associates and Joint Ventures' (2011). The amended standard has been endorsed by the European Union.
This Standard supersedes IAS 28 'Investments in Associates' and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The Standard defines 'significant influence' and provides guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment. The Group will apply this standard as soon as this will become effective and does not expect to have a material impact
on the financial statements of the Group or the Company. Entities early adopting this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' (2011) and IAS 28 'Investments in Associates and Joint Ventures' (2011). The amended standard has been endorsed by the European Union.
IAS 19 is amended so as to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that, contributions can but are not required, to be recognised as a reduction in the service cost in the period in which they are due. The amendment has not yet been endorsed by the European Union.
The following amendments describe the most important changes brought to the IFRS due to the results of the annual improvement program of the IASB published in December 2013. The amendments have not yet been endorsed by the E.U.
Amends the definitions of 'vesting condition' and 'market condition' and adds definitions for 'performance condition' and 'service condition'.
The amendment requires contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date.
The amendment requires disclosure of the judgements made by management in applying the aggregation criteria to operating segments. Further to this the amendment clarifies that reconciliations of segment assets to total assets are only required if segment assets are reported regularly to the CODM.
The amendment clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis.
These standards are amended so as to clarify that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount.
Clarifies that payments to entities providing key management personnel services are to be disclosed as transactions with related parties.
The following amendments describe the most important changes brought to the IFRS due to the results of the annual improvement program of the IASB published in December 2013. The amendments have not yet been endorsed by the E.U.
Clarifies that first time adopters are allowed to apply new IFRSs that are not yet mandatory if the IFRSs permit early application.
Clarify that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself.
Clarify the scope of the portfolio exception in paragraph 52, so that it can be applied to all contracts under the scope of IAS 39 even if the definitions of financial assets and financial liabilities are not met.
Clarifies that IAS 40 and IFRS 3 are not mutually exclusive and that application of both standards may be required.
Amends IFRS 11 to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) ,to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11 and also disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not remeasured).The amendment has not yet been endorsed by the European Union.
Amends IAS 1 Presentation of Financial Statements to address perceived impediments to preparers exercising their judgement in presenting their financial reports by making the following changes:
clarification that in formation should not be obscured by aggregating or by providing immaterial information, materiality considerations apply to the all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply; clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidance on subtotals in these statements and clarification that an entity's share of OCI of equity accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss; additional examples of possible ways of ordering the notes to clarify that understand ability and comparability should be considered when determining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1. The amendment has not yet been endorsed by the European Union.
Amends IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 28 Investments in Associates and Joint Ventures (2011) to address issues that have arisen in the context of applying the consolidation exception for investment entities by clarifying the following points: The exemption from preparing consolidated financial statements for an intermediate parent entity is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all of its subsidiaries at fair value. A subsidiary that provides services related to the parent's investment activities should not be consolidated if the subsidiary itself is an investment entity. When applying the equity method to an associate or a joint venture, a non-investment entity investor in an investment entity may retain the fair value measurement applied by the associate or joint venture to its interests in subsidiaries. An investment entity measuring all of its subsidiaries at fair value provides the disclosures relating to investment entities required by IFRS 12. The amendment has not yet been endorsed by the European Union.
Amends IAS 16 & IAS 38 so as to clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. Also the amendment introduces a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated. Further to this the amendment adds guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset. The amendment has not yet been endorsed by the European Union.
Amends IAS 27 Separate Financial Statements to permit investments in subsidiaries, joint ventures and associates to be optionally accounted for using the equity method in separate financial statements. This amendment has not yet been endorsed by the EU.
Amends IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures (2011) in order to clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture. The amendment requires a) full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations), b) the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognised only to the extent of the unrelated investors' interests in that associate or joint venture. These requirements apply regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring shares in a subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets themselves. These amendments have not yet been endorsed by the EU.
The amendments set out below describe the key changes to four IFRSs. The improvements have not yet been endorsed by the EU.
Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.
Provides additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements.
Clarify that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid.
Clarifies the meaning of 'elsewhere in the interim report' and requires a cross-reference.
IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers. The five steps in the model are as follows:
Identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contracts, recognise revenue when (or as) the entity satisfies a performance obligation.
Guidance is provided on topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures about revenue are also introduced. The standard has not yet been endorsed by the European Union.
IFRS 9 "Financial Instruments" (applies to annual periods beginning on or after 1 January 2018)
IFRS 9 is the first Phase of the Board's project to replace IAS 39 and deals with: the classification and measurement of financial assets and financial liabilities, impairment of financial assets, hedge accounting, derecognition of financial assets and liabilities. The Company is currently investigating the impact of IFRS 9 on its financial statements. The Company cannot currently early adopt IFRS 9 as it has not been endorsed by the EU. Only once approved will the Company decide if IFRS 9 will be adopted prior to 1 January 2018. The standard has not yet been endorsed by the European Union.
The IASB has published IFRS 9 Hedge Accounting, the third phase of its replacement of IAS 39 which establishes a more principles based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The second amendment requires changes in the fair value of an entity's debt attributable to changes in an entity's own credit risk to be recognised in other comprehensive income and the third amendment is the removal of the mandatory effective date of IFRS 9. These amendments have not yet been endorsed by the EU.
The main part of the Group's activities takes place in Greece, given that all major Group Companies included in the consolidation, have their headquarters in Greece and no branches abroad.
All operational segments fall under one of three distinct activity categories: Refinery's Activities, Sales to Gas Stations and Services.
Segment information is presented in the following table:
| ( 0 0 0 's ) In Eu ros |
1 / 1- 3 0 / 9 / 2 0 1 5 |
1 / 1- 3 0 / 9 / 2 0 1 4 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Bu ine Op ion t s ss era s |
f ine 's Re ry Ac iv it ies t |
Sa les Ga to s Sta ion t s |
Se ice rv s |
El im ina ion / t s Ad j ust nts me |
To l ta |
Re f ine 's ry Ac iv it ies t |
Sa les Ga to Sta ion t s (as d) tate res |
s Se ice rv s |
El im ina ion / t s Ad j ust nts me (as d) tate res |
To l ta (as d) tate res |
| les h ir d p ies Sa to t art |
3, 31 1, 255 |
2, 054 123 , |
8, 063 |
0 | 5, 373 44 1 , |
4, 996 999 , |
1, 966 663 , |
7, 582 |
0 | 6, 97 1, 244 |
| Int les nt er- seg me sa |
79 1, 141 |
667 062 , |
756 | ( 1, 458 959 ) , |
0 | 796 949 , |
696 280 , |
212 | ( 1, 493 44 1) , |
0 |
| To ta l r ev en ue |
4, 102 396 , |
2, 72 1, 185 |
8, 819 |
( 1, 458 959 ) , |
5, 373 44 1 , |
5, 793 948 , |
2, 662 943 , |
7, 794 |
( 1, 493 44 1) , |
6, 97 1, 244 |
| Co f Sa les st o |
( 3, 763 580 ) , |
( 2, 565 92 1) , |
( 4, 810 ) |
1, 462 574 , |
( 4, 87 1, 737 ) |
( 5, 716 234 ) , |
( 2, 527 377 ) , |
( 4, 095 ) |
1, 497 568 , |
( 6, 750 138 ) , |
| Gr f it oss p ro |
338 816 , |
155 264 , |
4, 009 |
3, 615 |
501 704 , |
77, 714 |
135 566 , |
3, 699 |
4, 127 |
221 106 , |
| istr i bu ion D t ex p en ses |
( ) 30, 172 |
( ) 134 623 , |
0 | 16, 428 |
( ) 148 367 , |
( ) 25, 347 |
( ) 123 712 , |
0 | 14, 664 |
( ) 134 395 , |
| dm in istr ive A at ex p en ses |
( ) 21, 544 |
( ) 16, 332 |
( ) 866 |
354 | ( ) 38, 388 |
( ) 19, 103 |
( ) 15, 759 |
( ) 648 |
353 | ( ) 35, 157 |
| he ing inc / ( ) Ot t r o p era om e exp en ses |
4, 260 |
25, 676 |
45 | ( ) 21, 191 |
8, 790 |
( ) 2, 116 |
22, 626 |
64 | ( ) 19, 368 |
1, 206 |
| Se lt fro ion nt t g me res u m op era s |
291 360 , |
29, 985 |
3, 188 |
( 794 ) |
323 739 , |
31, 148 |
18, 721 |
3, 115 |
( 224 ) |
52, 760 |
| inc Inv est nt me om e |
190 6 |
3, 90 1 |
14, 366 |
( 18, 923 ) |
1, 250 |
1, 988 |
4, 932 |
6, 954 |
( 12, 284 ) |
1, 590 |
| S ha f p f it / ( los ) in iat re o ro s ass oc es |
0 | 0 | 0 | ( 2, 010 ) |
( 2, 010 ) |
0 | 0 | 0 | 8, 567 |
8, 567 |
| ina F ost nc e c s |
( ) 49, 287 |
( ) 17, 374 |
( ) 14, 293 |
15, 904 |
( ) 65, 050 |
( ) 39, 267 |
( ) 17, 895 |
( ) 7, 072 |
7, 860 |
( ) 56, 374 |
| Pr f it be for e t o ax |
243 979 , |
16, 512 |
3, 261 |
( 5, 823 ) |
257 929 , |
( 6, 131 ) |
5, 758 |
2, 997 |
3, 919 |
6, 543 |
| Ot he in for ion t r ma Ad it ion ibu is it ion f d ttr ta b le to s a ac q u o id iar ies bs su |
0 | 0 | 0 | 0 | 0 | 0 | 33, 046 |
0 | 0 | 33, 046 |
| Ca ita it ion l a d d p s |
14, 045 |
14, 919 |
35 | 0 | 28, 999 |
24, 956 |
11, 016 |
16 | 0 | 35, 988 |
| De iat ion /am iza ion for he io d ort t t p rec p er FI N AN C I AL P O S IT I O N As set s |
58, 120 |
15, 773 |
1, 424 |
87 | 75, 404 |
56, 393 |
14, 836 |
1, 436 |
187 | 72, 852 |
| Se ( lu d ing inv ) nt ets est nts g me ass ex c me |
2, 09 1, 538 |
745 293 , |
409 438 , |
( ) 435 394 , |
2, 810 875 , |
1, 802 710 , |
703 994 , |
376 716 , |
( ) 402 962 , |
2, 480 458 , |
| in id iar ies & iat Inv est nts bs me su ass oc es Av ila for Sa b le le Inv est nts a me |
183 413 , 937 |
19, 044 0 |
64 0 |
( 152 402 ) , 0 |
50, 119 937 |
181 847 , 937 |
18, 992 0 |
40 0 |
( 147 485 ) , 0 |
53, 394 937 |
| To l a ta ts sse |
2, 275 888 , |
764 337 , |
409 502 , |
( 587 796 ) , |
2, 861 931 , |
1, 985 494 , |
722 986 , |
376 756 , |
( 550 447 ) , |
2, 534 789 , |
| L ia b il it ies |
||||||||||
| To l l ia b il it ies ta |
1, 759 645 , |
556 203 , |
393 045 , |
( 435 913 ) , |
2, 272 980 , |
1, 574 453 , |
501 724 , |
360 131 , |
( 409 779 ) , |
2, 026 529 , |
The following table provides an analysis of the sales by geographical market (domestic – export) and by category of goods sold (products - merchandise - services):
| (In 000's Euros) | 1/1 – 30/9/15 | 1/1 – 30/9/14 | ||||||
|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL |
| Products | 867,035 | 308,597 | 2,550,735 | 3,726,367 | 1,221,856 | 400,354 | 3,529,542 | 5,151,752 |
| Merchandise | 1,450,745 | 59,107 | 129,159 | 1,639,011 | 1,408,337 | 104,783 | 298,790 | 1,811,910 |
| Services | 8,063 | 0 | 0 | 8,063 | 7,582 | 0 | 0 | 7,582 |
| Total | 2,325,843 | 367,704 | 2,679,894 | 5,373,441 | 2,637,775 | 505,137 | 3,828,332 | 6,971,244 |
| (In 000's Euros) | 1/1 – 30/9/15 | 1/1 – 30/9/14 | ||||||
|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL |
| Products | 852,965 | 303,381 | 2,548,349 | 3,704,695 | 1,221,856 | 400,354 | 3,529,542 | 5,151,752 |
| Merchandise | 224,804 | 54,194 | 77,225 | 356,223 | 300,932 | 99,396 | 241,868 | 642,196 |
| Total | 1,077,769 | 357,575 | 2,625,574 | 4,060,918 | 1,522,788 | 499,750 | 3,771,410 | 5,793,948 |
Based on historical information of the Company and the Group, the percentage of quarterly sales volume varies from 24% to 26% on annual sales volume and thus there is no material seasonality on the total sales volume.
Inventories are valued at each period end at the lowest of cost and their net realizable value. For the current and the last year comparative period certain inventories were valued at their net realizable value resulting in the charge to the Statement of Comprehensive Income of the current period (cost of sales) for the Group and the Company, 1/1– 30/9/2015: € 12,131 thousand and 1/1–30/9/2014: € 0 thousand.
The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1–30/9/2015: € 4,800,163 thousand and for 1/1–30/9/2014: € 6,692,283 thousand (Company: 1/1–30/9/2015: € 3,660,111 thousand, 1/1–30/9/2014: 5,660,023 thousand).
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-30/9/15 | 1/1-30/9/14 | 1/1-30/9/15 | 1/1-30/9/14 | |
| Current corporate tax for the period | 49,984 | 2,365 | 41,954 | 0 |
| Tax audit adjustments | 1,187 | 4,256 | 0 | 4,256 |
| Deferred tax | 31,158 | (1,241) | 31,254 | (2,585) |
| Total | 82,329 | 5,380 | 73,208 | 1,671 |
Current corporate income tax is calculated at 29% for the period 1/1-30/9/2015 and at 26% for the period 1/1- 30/9/2014.
Based on L4334/2015 that was released on 16/7/2015, the corporate income tax rate was increased from 26% to 29% effectively from 1/1/2015.
The calculation of the basic earnings per share attributable to the ordinary equity holders is based on the following data:
| (In 000's Euros) | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| 1/1-30/9/15 | 1/1-30/9/14 (as restated) |
1/1-30/9/15 | 1/1-30/9/14 | |||
| Earnings / (losses) attributable to Company Shareholders (in 000's Euros) |
175,439 | 1,037 | 170,524 | (7,802) | ||
| Weighted average number of ordinary shares for the purposes of basic earnings per share |
110,782,980 | 110,782,980 | 110,782,980 | 110,782,980 | ||
| Earnings / (losses) per share, basic and diluted in € |
1.58 | 0.01 | 1.54 | (0.07) |
Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. Management proposed to the Annual General Assembly Meeting of shareholders of June 2015, to not distribute any dividends for the fiscal year 2014.
Goodwill for the Group as at 30 September 2015 was € 19,772 thousand. Goodwill concerns the subsidiaries "AVIN OIL S.A." for € 16,200 thousand and "CORAL GAS A.E.B.E.Y." for € 3,105 thousand. Addition of € 467 thousand refers to the goodwill transferred from the newly established "L.P.C. S.A." that was created from the spin-off of "CYCLON HELLAS A.E.". The Group performs on an annual basis impairment test on Goodwill from which no need for impairment has arisen.
| (In 000's Euros) | 31/12/2014 | Additions | 30/9/2015 | |
|---|---|---|---|---|
| Goodwill | 19,772 | 0 | 19,772 |
The movement during the period 1/1–30/9/2015 is presented in the following table.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | Software | Rights | Total | Software |
| COST | ||||
| As at 1st January 2015 | 27,518 | 51,822 | 79,340 | 10,973 |
| Additions | 2,724 | 406 | 3,130 | 154 |
| Disposals | (976) | (275) | (1,251) | 0 |
| Transfers | 141 | 0 | 141 | 0 |
| As at 30 September 2015 | 29,407 | 51,953 | 81,360 | 11,127 |
| ACCUMULATED DEPRECIATION | ||||
| As at 1st January 2015 | 24,940 | 27,021 | 51,961 | 10,588 |
| Charge for the period | 1,083 | 2,431 | 3,514 | 97 |
| Disposals | (976) | (206) | (1,182) | 0 |
| As at 30 September 2015 | 25,047 | 29,246 | 54,293 | 10,685 |
| CARRYING AMOUNT | ||||
| As at 31 December 2014 | 2,578 | 24,801 | 27,379 | 385 |
| As at 30 September 2015 | 4,360 | 22,707 | 27,067 | 442 |
The movement in the Group's fixed assets during the period 1/1–30/9/2015 is presented below:
| GROUP | Plant & machinery / |
Equipment under |
||||
|---|---|---|---|---|---|---|
| Land & buildings |
Transportation means |
Fixtures & equipment |
Assets under construction |
finance lease at cost |
Total | |
| (In 000's Euros) | ||||||
| COST | ||||||
| As at 1st January 2015 | 468,646 | 1,411,594 | 77,265 | 52,902 | 1,153 | 2,011,560 |
| Additions | 821 | 7,193 | 2,361 | 15,494 | 0 | 25,869 |
| Disposals | (6,123) | (14,909) | (5,219) | 0 | 0 | (26,251) |
| Transfers | 10,053 | 16,875 | 826 | (27,895) | 0 | (141) |
| As at 30 September 2015 | 473,397 | 1,420,753 | 75,233 | 40,501 | 1,153 | 2,011,037 |
| ACCUMULATED DEPRECIATION | ||||||
| As at 1st January 2015 | 121,172 | 766,792 | 48,748 | 0 | 1,063 | 937,775 |
| Charge for the period | 7,975 | 60,505 | 3,392 | 0 | 18 | 71,890 |
| Disposals | (5,835) | (11,854) | (5,109) | 0 | 0 | (22,798) |
| Transfers | 0 | 0 | 0 | 0 | 0 | 0 |
| As at 30 September 2015 | 123,312 | 815,443 | 47,031 | 0 | 1,081 | 986,867 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2014 | 347,474 | 644,802 | 28,517 | 52,902 | 90 | 1,073,785 |
| As at 30 September 2015 | 350,085 | 605,310 | 28,202 | 40,501 | 72 | 1,024,170 |
The movement in the Company's fixed assets during the period 1/1–30/9/2015 is presented below:
| COMPANY | Plant & machinery / | Equipment under |
||||
|---|---|---|---|---|---|---|
| Land & buildings |
Transportation means |
Fixtures & equipment |
Assets under construction |
finance lease at cost |
Total | |
| (In 000's Euros) COST |
||||||
| As at 1st January 2015 | 181,987 | 1,221,290 | 20,306 | 37,307 | 1,153 | 1,462,043 |
| Additions | 84 | 3,230 | 471 | 9,865 | 0 | 13,650 |
| Disposals | 0 | (2,629) | (9) | 0 | 0 | (2,638) |
| Transfers | 1,272 | 15,297 | 212 | (16,781) | 0 | 0 |
| As at 30 September 2015 | 183,343 | 1,237,188 | 20,980 | 30,391 | 1,153 | 1,473,055 |
| ACCUMULATED DEPRECIATION |
||||||
| As at 1st January 2015 | 33,122 | 645,663 | 15,936 | 0 | 1,063 | 695,784 |
| Charge for the period | 3,130 | 53,601 | 777 | 0 | 18 | 57,526 |
| Disposals | 0 | 0 | (9) | 0 | 0 | (9) |
| As at 30 September 2015 | 36,252 | 699,264 | 16,704 | 0 | 1,081 | 753,301 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2014 | 148,865 | 575,627 | 4,370 | 37,307 | 90 | 766,259 |
| As at 30 September 2015 | 147,091 | 537,924 | 4,276 | 30,391 | 72 | 719,754 |
In addition, the Company's obligations under finance leases are secured by the lessor's title to the leased assets, which have a carrying amount of € 72 thousand (31/12/2014: € 90 thousand).
Details of the Group's subsidiaries and associates are as follows:
| Name | Place of incorporation and operation |
Proportion of ownership interest |
Principal activity | Consolidation Method |
|---|---|---|---|---|
| AVIN OIL S.A. | Greece, Maroussi of Attika |
100% | Petroleum Products |
Full |
| MAKREON S.A. | Greece, Maroussi of Attika |
100% | Trading, Transportation, Storage & Agency of Petroleum Products |
Full |
| ABIN AKINHTA S.A. | Greece, Maroussi of Attika |
100% | Real Estate | Full |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell Hellas S.A.) |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| HERMES OIL TRANSPORTATION, EXPLOITATION, TRADING AND SERVICES COMPANY A.E. |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND SERVICES COMPANY A.E. |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| CORAL PRODUCTS AND TRADING S.A | Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| CORAL INNOVATIONS Α.Ε. | Greece, Perissos of Attika |
100% | Trading and Services |
Full |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS COMPANY (ex Shell Gas Commercial and Industrial S.A.) |
Greece, Aspropyrgos Attika |
100% | Liquefied Petroleum Gas |
Full |
| OFC AVIATION FUEL SERVICES S.A. | Greece, Spata of Attika | 92.06% | Aviation Fueling Systems |
Full |
| ELECTROPARAGOGI SOUSSAKI S.A. | Greece, Maroussi of Attika |
100% | Energy (dormant) | At cost |
| NUR-MOH HELIOTHERMAL S.A. | Greece, Maroussi of Attika |
50% | Energy (dormant) | At cost |
| Μ and Μ GAS Co S.A. | Greece, Maroussi of Attika |
50% | Natural Gas | Equity method |
| SHELL & MOH AVIATION FUELS S.A. | Greece, Maroussi of Attika |
49% | Aviation Fuels | Equity method |
| RHODES-ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. |
Greece, Maroussi of Attika |
37.49% | Aviation Fuels | Equity method |
| KORINTHOS POWER S.A. | Greece, Maroussi of Attika |
35% | Energy | Equity method |
| MOTOR OIL (CYPRUS) LIMITED | Cyprus, Nicosia | 100% | Investments and Commerce |
Full |
| MOTOR OIL TRADING S.A. | Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| MOTOR OIL MIDDLE EAST DMCC | United Arab Emirates, Dubai |
100% | Petroleum Products | Full |
| BUILDING FACILITY SERVICES | Greece, Maroussi of Attika |
100% | Facilities Management Services |
Full |
| Name | Place of incorporation and operation |
Proportion of ownership interest |
Principal activity | Consolidation Method |
|---|---|---|---|---|
| MOTOR OIL FINANCE PLC | United Kingdom, London |
100% | Financial Services | Full |
| L.P.C. S.A. | Greece, Aspropirgos Attika |
100% | Petroleum Products | Full |
| ENDIALE S.A (ex ELTEPE S.A.) | Greece, Aspropirgos Attika |
100% | Systems of alternative management of Lubricant wastes |
Full |
| KEPED S.A. | Greece, Aspropirgos Attika |
90% | Systems of alternative management of Lubricant wastes |
Full |
| ELTEPE J.V. | Greece, Aspropirgos Attika |
100% | Collection and Trading of used Lubricants |
Full |
| ARCELIA HOLDINGS LTD | Cyprus, Nicosia | 100% | Holding Company | Full |
| BULVARIA OOD | Bulgaria, Sofia | 100% | Lubricants Trading | Full |
| CYROM | Romania, Ilfov-Glina | 100% | Lubricants Trading | Full |
| CYCLON LUBRICANTS DOO BEOGRAD | Serbia, Belgrade | 100% | Lubricants Trading | Full |
| CYTOP A.E. | Greece, Aspropirgos Attika |
100% | Collection and Trading of used Lubricants |
Full |
| AL DERAA AL AFRIQUE JV | Libya, Tripoli | 60% | Collection and Trading of used Lubricants |
Full |
| VIPANOT | Greece, Aspropirgos Attika |
12.83% | Establishment of Industrial Park |
At Cost |
The companies "ELECTROPARAGOGI SOUSSAKI S.A.", "NUR-MOH HELIOTHERMAL S.A." and "VIPANOT" are not consolidated but are stated at cost due to their insignificance and/or because they are dormant.
Investments in subsidiaries and associates are as follows:
| Name | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| (In 000's Euros) | 30/09/2015 | 31/12/2014 | 30/09/2015 | 31/12/2014 | |
| AVIN OIL S.A. | 0 | 0 | 53,013 | 47,564 | |
| MAKREON S.A | 0 | 0 | 0 | 0 | |
| AVIN AKINHTA S.A. | 0 | 0 | 0 | 0 | |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell Hellas S.A.) |
0 | 0 | 63,141 | 63,141 | |
| HERMES OIL TRANSPORTATION, EXPLOITATION, TRADING AND SERVICES COMPANY A.E. |
0 | 0 | 0 | 0 | |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND SERVICES COMPANY A.E. |
0 | 0 | 0 | 0 | |
| CORAL PRODUCTS AND TRADING A.E. | 0 | 0 | 0 | 0 | |
| CORAL INNOVATIONS Α.Ε. | 0 | 0 | 0 | 0 | |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS COMPANY (ex Shell Gas Commercial and Industrial S.A.) |
0 | 0 | 26,585 | 26,585 | |
| OFC AVIATION FUEL SERVICES S.A. | 0 | 0 | 4,195 | 4,195 | |
| ELECTROPARAGOGI SOUSSAKI S.A. | 610 | 610 | 244 | 244 | |
| NUR-MOH HELIOTHERMAL S.A. | 338 | 338 | 338 | 338 | |
| Μ and Μ GAS Co S.A. | 1,082 | 567 | 1,000 | 1,000 | |
| SHELL & MOH AVIATION FUELS A.E. | 7,250 | 5,643 | 0 | 0 | |
| RHODES-ALEXANDROUPOLIS PETROLEUM | |||||
| INSTALLATION S.A. | 960 | 1,185 | 0 | 0 | |
| KORINTHOS POWER S.A. | 39,814 | 45,396 | 22,411 | 22,411 | |
| MOTOR OIL (CYPRUS) LIMITED | 0 | 0 | 200 | 200 | |
| MOTOR OIL TRADING | 0 | 0 | 0 | 0 | |
| MOTOR OIL MIDDLE EAST DMCC | 0 | 0 | 0 | 0 | |
| BUILDING FACILITY SERVICES MOTOR OIL FINANCE PLC |
0 0 |
0 0 |
150 61 |
150 61 |
|
| CYCLON S.A | 0 | 0 | 0 | 17,276 | |
| ENDIALE S.A (ex ELTEPE S.A.) | 0 | 0 | 0 | 0 | |
| KEPED S.A. | 0 | 0 | 0 | 0 | |
| L.P.C. S.A. | 0 | 0 | 11,827 | 0 | |
| ELTEPE J.V. | 0 | 0 | 0 | 0 | |
| ARCELIA HOLDINGS LTD | 0 | 0 | 0 | 0 | |
| BULVARIA OOD | 0 | 0 | 0 | 0 | |
| CYROM | 0 | 0 | 0 | 0 | |
| CYCLON LUBRICANTS DOO BEOGRAD | 0 | 0 | 0 | 0 | |
| CYTOP A.E. | 0 | 0 | 0 | 0 | |
| AL DERAA AL AFRIQUE JV | 0 | 0 | 0 | 0 | |
| VIPANOT | 65 | 65 | 0 | 0 | |
| Total | 50,119 | 53,804 | 183,165 | 183,165 |
| Name | Place of incorporation |
Proportion of ownership interest |
Cost (Thousand €) |
Principal activity |
|---|---|---|---|---|
| HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES |
Athens | 16.67% | 10 | Promotion of Electric Power Issues |
| ATHENS AIR PORT FUEL PIPELINE CO. S.A. |
Athens | 16% | 927 | Aviation Fueling Systems |
Investments in "HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES" (civil non-profit organization) and "ATHENS AIRPORT FUEL PIPELINE CO. S.A." are stated at cost as significant influence is not exercised on them.
As at 31/12/2014 the Group held 6,373,614 shares of the listed company "ATTICA BANK S.A.", that were accounted for € 293 thousand and which were disposed during the current period.
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| Borrowings | 1,435,058 | 1,207,188 | 751,955 | 514,325 |
| Borrowings from subsidiaries | 0 | 0 | 344,350 | 344,350 |
| Finance leases | 72 | 90 | 72 | 90 |
| Less: Bond loans expenses * | (9,125) | (9,290) | (2,382) | (2,816) |
| Total Borrowings | 1,426,005 | 1,197,988 | 1,093,995 | 855,949 |
The borrowings are repayable as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| On demand or within one year | 316,513 | 370,781 | 241,890 | 155,882 |
| In the second year | 173,907 | 247,668 | 153,881 | 238,492 |
| From the third to fifth year inclusive | 944,710 | 588,829 | 700,606 | 464,391 |
| After five years | 0 | 0 | 0 | |
| Less: Bond loans expenses* | (9,125) | (9,290) | (2,382) | (2,816) |
| Total Borrowings | 1,426,005 | 1,197,988 | 1,093,995 | 855,949 |
| Less: Amount payable within 12 months (shown under current liabilities) |
316,513 | 370,781 | 241,890 | 155,882 |
| Amount payable after 12 months | 1,109,492 | 827,207 | 852,105 | 700,067 |
*The bond loans expenses will be amortized over the number of years remaining to loans maturity.
Analysis of borrowings by currency on 30/9/2015 and 31/12/2014:
| (In 000's Euros) | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |||
| Loans' currency | ||||||
| EURO | 1,363,589 | 1,089,633 | 1,031,579 | 747,595 | ||
| U.S. DOLLARS | 62,416 | 108,355 | 62,416 | 108,354 | ||
| Total | 1,426,005 | 1,197,988 | 1,093,995 | 855,949 |
The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.
The Group has the following borrowings:
i) "Motor Oil" has been granted the following loans:
On 21/4/2011 Motor Oil was granted a bond loan of € 150,000 thousand. The purpose of this loan is the partial re-financing of the existing short term bank loans to long term. It is repayable in semi-annual installments commencing on 3/11/2011 and up to 3/5/2016. The balance of this loan on 30/9/2015 is € 67,500 thousand.
On 29/11/2012 Motor Oil was granted a loan of € 20,000 thousand. It is repayable in annual installments from 29/11/2013 to 29/11/2015. The balance as at 30/9/2015 is € 10,000 thousand.
On 20/12/2012 Motor Oil was granted a bond loan of \$ 100,000 thousand. The purpose of this loan is the partial re-financing of an existing bond loan that was repaid on 20/12/2012. It is repayable in semi-annual installments commencing on 20/06/2013 and up to 20/12/2016. The balance as at 30/9/2015 is \$ 70,000 thousand.
Οn 31/12/2012 Motor Oil was granted a loan of € 60,000 thousand. The purpose of this loan is the partial refinancing of the existing short term bank loans to long term as well as to finance the Company's permanent higher working capital needs. The loan is repayable in total by 5/1/2016.
Also on 18/11/2013 the Company was granted a bond loan of € 50,000 thousand. The purpose of this loan is the partial re-financing of the existing short term bank loans. It will be repayable in semi-annual installments commencing on 18/11/2014 and up to 18/11/2016 with a 1+1 years extension option. The balance as at 30/9/2015 is € 47,000 thousand.
Within May 2014 the Group through "Motor Oil Finance plc" issued a bond loan for an amount of EURO 350 million through the offering of five year Senior Notes bearing a fixed rate coupon at 5.125%. The total net proceeds of this issue, excluding commissions and expenses were EURO 344.4 million and are used for refinancing existing indebtedness and general corporate purposes.
On 7/5/2014 the Company was granted a bond loan of € 75,000 thousand for the refinancing of an existing similar loan. It will be repayable in annual installments that will end up on 07/05/2017, with a 1 year extension option. The balance as at 30/9/2015 is € 67,500 thousand.
On 21/11/2014 the Company was granted a bond loan of € 135,000 thousand that expires on 21/11/2018. The purpose of this loan is the re-financing of existing bank loans.
On 22/4/2015 the Company was granted a bond loan of € 150,000 thousand that expires on 22/4/2018. The purpose of the loan is the re–financing of existing loans and the financing of other corporate needs. Τhe balance as at 30/9/2015 is € 150,000 thousand.
On 31/3/2015 the Company was granted a bond loan of € 70,000 thousand that expires on 2/4/2018. The purpose of this loan is the re-financing of existing bank loans to long term.
On 16/6/2015 the Company was granted a bond loan of € 2,472 thousand. It will be repayable in semi-annual installments commencing on 16/12/2015 and up to 16/06/2019.
Total short-term loans, (including short-term part of long-term loans), with duration up to one year amount to € 241,900 thousand.
ii) "Avin Oil S.A." has been granted a loan of € 15,000 thousand issued on 12/12/2013. The purpose of this loan is the partial re-financing of the existing short term bank loans to long term. It is repayable in semi-annual installments commencing on 12/12/2014 and up to 12/12/2016 with 1+1 years extension option.
Also on 1/8/2014 Avin was granted a bond loan of € 110,000 thousand. The purpose of this loan is the partial re-financing of existing bank loans. The duration of this loan is 5 years. Total short-term loans, (including short-term part of long-term loans) with duration up to one year, amount to € 31,002 thousand.
The interest rate of the above borrowings is LIBOR/EURIBOR+SPREAD
Share capital as at 30/9/2015 was € 83,088 thousand (31/12/2014: € 83,088 thousand) consists of 110,782,980 registered shares of par value € 0.75 each (31/12/2014: € 0.75 each).
Reserves of the Group and the Company as at 30/9/2015 are € 73,363 thousand and € 47,964 thousand respectively (31/12/2014: € 51,170 thousand and € 47,964 thousand respectively).
| Share | Foreign | |||||
|---|---|---|---|---|---|---|
| Legal | Premium | Special | Tax-free | currency, translation |
Total | |
| (In 000's Euros) | reserve | |||||
| Balance as at 1 January 2015 | 33,064 | 0 | 11,535 | 6,571 | 0 | 51,170 |
| Other Movement | 23 | 17,931 | 0 | 4,221 | 18 | 22,193 |
| Balance as at 30 September 2015 | 33,087 | 17,931 | 11,535 | 10,792 | 18 | 73,363 |
| (In 000's Euros) | Legal | Special | Tax-free | Total |
|---|---|---|---|---|
| Balance as at 1 January 2015 | 30,942 | 11,535 | 5,487 | 47,964 |
| Balance as at 30 September 2015 |
30,942 | 11,535 | 5,487 | 47,964 |
| GROUP | COMPANY | |
|---|---|---|
| (In 000's Euros) | ||
| Balance as at 31 December 2014 | 277,803 | 193,809 |
| Profit/(loss) for the period | 175,439 | 170,524 |
| Other comprehensive income for the period | (36) | 0 |
| Total comprehensive income for the period | 175,403 | 170,724 |
| Transfer to Reserves | (22,193) | 0 |
| Balance as at 30 September 2015 | 431,013 | 364,333 |
Within June 2014 the Company acquired through transactions in the Athens Exchange (ATHEX) an additional stake, from the 26.71% that held, in the listed company "CYCLON HELLAS A.E.". On 30 June 2014 the Company held 52.17% of the share capital of "CYCLON HELLAS A.E.". The cost of acquisition of the acquired through ATHEX stake of 25.46%, was € 4,759,293.14.
The final valuation of the fair value of assets and liabilities obtained from the acquisition of the above mentioned company was finalized on 31 December 2014 in accordance with the provision of IFRS 3 and is as follows:
(In 000's Euros)
| Assets | |
|---|---|
| Goodwill | 467 |
| Total Fixed Assets | 37,238 |
| Inventories | 7,659 |
| Trade and other receivables | 33,393 |
| Cash and cash equivalents | 7,047 |
| Total assets | 85,804 |
| Liabilities | |
| Long-term liabilities | 12,708 |
| Short-term liabilities | 41,245 |
| Total liabilities | 53,953 |
| Fair value of identifiable net assets acquired | 31,851 |
| Consideration paid in cash | (4,759) |
| Value of shares acquired in previous periods | (7,910) |
| Non-controlling Interests | (15,356) |
| Gain recognized in total comprehensive income from the | |
| acquisition of interests in an associate | 3,826 |
| Non-controlling interests as at the acquisition date 30/6/2014 | 15,356 |
| Acquisition of non-controlling interests | (12,901) |
| Non-controlling interests as at 31/12/2014 | 2,455 |
| Acquisition of non-controlling interests | 12,901 |
| Consideration paid in cash | (7,632) |
| Gain on increase in investment of subsidiary accounted for | |
| in Other Comprehensive Income | 5,269 |
| Cash flows for the acquisition: | |
| Consideration paid in cash | (12,391) |
| Cash and cash equivalent acquired | 7,047 |
| Net cash outflow for the acquisition | 5,344 |
Amount of € 3,826 thousand (gain from the acquisition of interests in an associate, recognised in the result of the period) is included in "Share of profit / (loss) in associates" of the condensed statement of profit or loss and other comprehensive Income.
Non controlling interests have been calculated based on the respective percentage held on the acquired associate's net assets.
Within June 2015 the spin off of the subsidiary "CYCLON HELLAS A.E" (separation of activities in accordance to L1297/1972) was concluded in two sets of activities from which the first (fuels) was contributed to the existing subsidiary "AVINOIL Α.Β.Ε.Ν.E.Π." and the second (lubricants) to the newly founded subsidiary "L.P.C. S.A."
A new subsidiary, "MOTOR OIL TRADING S.A.", was incorporated within January 2015, with registered office in Maroussi, Athens and share capital of € 24,000, where the Company holds indirectly, through "MOTOR OIL (CYPRUS) LTD", 100%. The major activity of the new company is oil trading.
A new subsidiary, "CORAL INNOVATIONS S.A.", was incorporated within September 2015, with registered office in Perissos, Athens and share capital of € 300,000, where the Company holds indirectly, through "CORAL S.A.", 100%. The major activity of the new company is trading and services.
as at 30 September 2014
Following the final valuation of the fair value of assets and liabilities obtained from the acquisition of "CYCLON HELLAS A.E." that was finalized on 31 December 2014 in accordance with the provision of IFRS 3, below is the Condensed Statement of Comprehensive Income as at 30/9/2014 as reported and as restated:
| Period 1/1 – 30/9/2014 | GROUP | ||
|---|---|---|---|
| In 000's Euros (except for "earnings per share") | 1/1-30/9/2014 | 1/1-30/9/2014 | |
| (as reported) | (as restated) | ||
| Turnover (Sales) | 6,971,244 | 6,971,244 | |
| Cost of Sales | (6,750,138) | (6,750,138) | |
| Gross Margin | 221,106 | 221,106 | |
| Selling Expenses | (134,395) | (134,395) | |
| Administrative Expenses | (35,157) | (35,157) | |
| Other Operating Income/(Expenses) | 1,206 | 1,206 | |
| Operating Profit | 52,760 | 52,760 | |
| Investment Income | 1,590 | 1,590 | |
| Share of profit / (loss) in associates | 7,708 | 8,567 | |
| Finance Expenses | (56,374) | (56,374) | |
| Earning (Losses) before Tax (EBT) | 5,684 | 6,543 | |
| Income Tax | (5,380) | (5,380) | |
| Earning (Losses) after Tax (EAT) | 304 | 1,163 | |
| Attributable to Company Shareholders | 178 | 1,037 | |
| Non-controlling interests | 126 | 126 | |
| Earnings per share basic and diluted (in Euro) | 0,00 | 0,01 | |
| Other Comprehensive Income | 4,605 | 5,277 | |
| Total Comprehensive Income | 4,909 | 6,440 | |
| Attributable to Company Shareholders | 4,782 | 6,313 | |
| Non-controlling interests | 127 | 127 |
Following the final valuation of the fair value of assets and liabilities obtained from the acquisition of "CYCLON HELLAS A.E." that was finalized on 31 December 2014 in accordance with the provision of IFRS 3, below is the Condensed Statement of Financial Position as at 30/9/2014 as reported and as restated:
| (In 000's Euros) | GROUP | |||
|---|---|---|---|---|
| 30/9/2014 | 30/9/2014 | |||
| Assets | (as reported) | (as restated) | ||
| Goodwill | 19,772 | 19,772 | ||
| Other intangible assets | 27,010 | 28,010 | ||
| Property, Plant and Equipment | 1,079,505 | 1,080,295 | ||
| Investments in subsidiaries and associates | 53,394 | 53,394 | ||
| Available for sale investments | 937 | 937 | ||
| Other non-current assets | 40,660 | 40,660 | ||
| Total | 1,221,278 | 1,223,068 | ||
| Current assets | ||||
| Inventories | 724,321 | 724,321 | ||
| Income Taxes | 16,343 | 16,343 | ||
| Trade and other receivables | 382,664 | 382,664 | ||
| Shares Available for Sale | 523 | 523 | ||
| Cash and cash equivalents | 187,870 | 187,870 | ||
| Total | 1,311,721 | 1,311,721 | ||
| Total Assets | 2,532,999 | 2,534,789 | ||
| Liabilities | ||||
| Borrowings | 821,108 | 821,108 | ||
| Provision for retirement benefit obligation | 44,361 | 44,361 | ||
| Deferred tax liabilities | 75,115 | 75,259 | ||
| Other non-current liabilities | 9,585 | 9,585 | ||
| Other non-current provisions | 934 | 934 | ||
| Deferred income | 8,615 | 8,615 | ||
| Total | 959,718 | 959,862 | ||
| Current liabilities | ||||
| Trade and other payables | 772,591 | 772,591 | ||
| Provision for retirement benefit obligation | 2,539 | 2,539 | ||
| Income taxes | 1,985 | 1,985 | ||
| Borrowings | 288,482 | 288,482 | ||
| Deferred income | 1,070 | 1,070 | ||
| Total | 1,066,667 | 1,066,667 | ||
| Total Liabilities | 2,026,385 | 2,026,529 | ||
| Equity | ||||
| Share capital | 83,088 | 83,088 | ||
| Reserves | 45,870 | 45,870 | ||
| Retained earnings | 374,102 | 375,633 | ||
| Equity attributable to Company Shareholders | 503,060 | 504,591 | ||
| Non-controlling interest | 3,554 | 3,669 | ||
| Total Equity | 506,614 | 508,260 | ||
| Total Equity and Liabilities | 2,532,999 | 2,534,789 |
There are legal claims by third parties against the Group amounting to approximately € 23.2 million (Company: approximately € 9.8 million). There are also legal claims of the Group against third parties amounting to approximately € 35.0 million (Company: approximately € 1.6 million). No provision has been made as all above cases concern legal claims where the final outcome cannot be currently estimated.
The Company and, consequently, the Group in order to complete its investments and its construction commitments, has entered into relevant contracts with construction companies, the non executed part of which, as at 30/9/2015, amounts to approximately € 1.8 million.
The Group companies have entered into contracts to purchase and sell crude oil and fuels, at current prices in line with the international market effective prices at the time the transaction takes place.
The bank accounts of the subsidiary "OFC AVIATION FUEL SERVICES S.A." are pledged as collateral for its bond loan repayment.
The total amount of letters of guarantee given as security for Group companies' liabilities as at 30/9/2015, amounted to € 116,047 thousand. The respective amount as at 31/12/2014 was € 132,719 thousand.
The total amount of letters of guarantee given as security for the Company's liabilities as at 30/9/2015, amounted to € 11,797 thousand. The respective amount as at 31/12/2014 was € 16,650 thousand.
| COMPANY | Fiscal Year |
|---|---|
| MOTOR OIL HELLAS S.A. CORAL A.E MAKREON S.A ERMIS Α.Ε.Μ.Ε.Ε. CORAL GAS A.E.B.E.Y. OFC AVIATION FUEL SERVICES S.A. CYTOP A.E. KEPED S.A ELTEPE J.V ENDIALE S.A. |
2013,2014 2013,2014 2010 - - 2010 2008-2013 2011-2013 2010-2013 2009-2010 |
* The tax audit for fiscal years 2009 and 2010 has been completed based on temporary tax audit reports and there are no material additional taxes expected for those years upon the finalization of the tax audits.
** The tax audit for the fiscal year is not yet finalized.
It is not expected that material liabilities will arise from the tax unaudited fiscal years.
Transactions between the Company and its subsidiaries have been eliminated on consolidation. Details of transactions between the Company and its subsidiaries and other related parties are set below:
| GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||||
| Associates | 160,088 | 1,320 | 11,045 | 3,017 | |||||
| COMPANY | |||||||||
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||||
| Subsidiaries | 794,670 | 56,437 | 107,006 | 347,127 | |||||
| Associates | 156,247 | 1,012 | 10,722 | 2,889 | |||||
| Total | 950,917 | 57,449 | 117,728 | 350,016 |
Sales of goods to related parties were made on an arm's length basis.
The amounts outstanding will be settled in cash. An amount of \$ 2,500 thousand has been granted by the related party "SEKAVIN S.A." as guarantee.
No provision has been made for doubtful debts in respect of the amounts due from related parties.
The remuneration of directors and other members of key management for the Group for the period 1/1–30/9/2015 and 1/1–30/9/2014 amounted to € 4,888 thousand and € 4,295 thousand respectively. (Company: 1/1–30/9/2015: €1,792 thousand, 1/1–30/9/2014: € 1,909 thousand)
The remuneration of members of the Board of Directors are proposed and approved by the Annual General Assembly Meeting of the shareholders.
Other short term benefits granted to key management for the Group for the period 1/1–30/9/2015 amounted to €273 thousand and 1/1–30/9/2014 amounted to € 226 thousand respectively. (Company: 1/1–30/9/2015: € 54 thousand, 1/1–30/9/2014: € 62 thousand)
There are leaving indemnities paid to key management for the Group of € 135 thousand for the period 1/1– 30/9/2015 whereas there were no leaving indemnities paid to key management for the respective comparative period.
There are no other transactions, receivables and/or payables between Group companies and key management personnel.
The Group's management has assessed the impacts on the management of financial risks that may arise due to the challenges of the general business environment in Greece. In general, as it is further discussed in the management of each financial risk below, the management of the Group does not consider that any negative developments in the Greek economy in connection with the capital controls of the Greek banks may materially affect the normal course of business of the Group and the Company.
The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Group consists of debt, which includes borrowings, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group's management monitors the capital structure on a frequent basis. As a part of this monitoring, the management reviews the cost of capital and the risks associated with each class of capital. The Group's intention is to balance its overall capital structure through the payment of dividends, as well as the issue of new debt or the redemption of existing debt. The Group through its 100% subsidiary "Motor Oil Finance plc" that is based in London, issued a bond loan for an amount of EURO 350 million in 2014 through the offering of five year Senior Notes bearing a fixed rate coupon and maintains also access at the international money markets broadening materially its financing alternatives.
The Group's management reviews the capital structure on a frequent basis. As part of this review, the cost of capital is calculated and the risks associated with each class of capital are assessed.
The gearing ratio as of 30/9/2015 and 31/12/2014 was as follows:
| COMPANY | ||||
|---|---|---|---|---|
| 30/09/2015 | 31/12/2014 | 30/09/2015 | 31/12/2014 | |
| 855,949 | ||||
| (268,075) | ||||
| 702,277 | 890,781 | 506,193 | 587,874 | |
| 588,951 | 413,499 | 495,385 | 324,861 | |
| 1.19 | 2.15 | 1.02 | 1.81 | |
| 1,426,005 (723,728) |
GROUP 1,197,988 (307,207) |
1,093,995 (587,802) |
The Group's Treasury department provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Treasury department reports on a frequent basis to the Group's management that monitors risks and policies implemented to mitigate risk exposures.
Due to the nature of its activities, the Group is exposed primarily to the financial risks of changes in foreign currency exchange rates (see (d) below), interest rates (see (e) below) and to the volatility of oil prices mainly due to the obligation to maintain certain level of inventories. The Company, in order to avoid significant fluctuations in the inventories valuation is trying, as a policy, to keep the inventories at the lowest possible levels. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures these risks.
Considering the conditions in the oil refining and trading sector, as well as the negative economic environment in general, we consider the course of the Group and the Company as satisfactory. Through its recently incorporated Middle East based 100% subsidiary, the Group aims to exploit its endeavours at international level and to further strengthen its already solid exporting orientation. Moreover the instability in the domestic market, in connection with the capital controls, is not expected to create problems to the normal course of business of the Company, which due to its strong exporting orientation generates adequate cash flows to cover the necessary imports of crude oil for the refinery activities. Furthermore crude oil prices are determined in the international markets and are not affected so by any domestic market turbulences.
Due to the use of the international Platt's prices in USD for oil purchases/sales, exposures to exchange rate fluctuations may arise for the Company's profit margins. The Company minimises foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.
The Group has access to various major domestic and international financial markets and manages to have borrowings with competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rate fluctuations.
The Group's credit risk is primarily attributable to its trade and other receivables.
The Group's trade receivables are characterized by a high degree of concentration, due to a limited number of customers comprising the clientele of the parent Company. Most of the customers are international well known oil companies. Consequently, the credit risk is limited to a great extent. The Group companies have signed contracts with their clients, based on the course of the international oil prices. In addition the Group, as a policy, obtains letters of guarantee from its clients in order to secure its receivables, which as at 30/09/2015 amounted to Euro 25.4 mil. As far as receivables of the subsidiaries "Avin Oil S.A.", "CORAL A.E.", "CORAL GAS A.E.B.E.Y." and "L.P.C. S.A." are concerned, these are spread in a wide range of customers and consequently there is no material concentration and the credit risk is limited. The Group manages its domestic credit policy in a way to limit accordingly the credit days granted in the local market, in order to minimise any probable domestic credit risk.
Liquidity risk is managed through the proper combination of cash and cash equivalents and the bank loan facilities granted, when needed. In order to address such risks, the Group's management monitors the balance of cash and cash equivalents and ensures available bank loans facilities in conjunction with the fact that cash and cash equivalents are deposited in well known domestic and foreign banks due also to the very strong exporting orientation of the Company. Moreover the major part of the Group's borrowings is long term borrowings which facilitates liquidity management.
The Group's management considers that the Company and the Group have adequate resources that ensure the smooth continuance of the business of the Company and the Group as a "Going Concern" in the foreseeable future.
There are no events that could have a material impact on the Group's and Company's financial structure or operations that have occurred since 30/9/2015 up to the date of issue of these financial statements.
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